<PAGE>
                                   Exhibit 4.3

================================================================================




                            CREDIT FACILITY AGREEMENT

                                  $548,000,000

                                      among



                    GLOBAL CARD HOLDINGS INC. and AT&T CORP.
                                   as Lenders

                                       and

                            AT&T LATIN AMERICA CORP.
                                   as Borrower

                                       and

                     EACH PERSON LISTED ON SCHEDULE A HERETO
                            as Borrowing Subsidiaries





                          Dated as of February 27, 2002



                                   ----------




================================================================================
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----

<S>                                                                                                <C>
1.  Loans...........................................................................................1
1A. Warrants........................................................................................3
2.  Procedures for Advances of Loans................................................................3
3.  Repayment; Reduction of Aggregate Commitment....................................................5
4.  Notes...........................................................................................8
5.  Interest........................................................................................9
6.  Use of Proceeds................................................................................11
7.  Subordination..................................................................................11
8.  Conditions Precedent...........................................................................12
9.  Representations and Warranties.................................................................13
10. Covenants......................................................................................15
11. Events of Default..............................................................................20
12. Remedies Upon Default, etc.....................................................................22
13. Taxes..........................................................................................23
14. Increased Costs................................................................................24
15. Indemnities....................................................................................24
16. Change in Market Conditions....................................................................26
17. Applicable Law/Submission to Jurisdiction......................................................26
18. Assignment.....................................................................................27
19. Counterparts...................................................................................27
20. Definitions....................................................................................27


Schedule A  List of Borrowing Subsidiaries
Schedule B  Existing Loan Agreements
Schedule C  Outstanding Loan Amounts
Schedule D  Terms of Warrants
Exhibit A   Form of Borrowing Notice
Exhibit B   Form of Note
Exhibit C   Form of Warrant Agreement

</TABLE>



                                       i
<PAGE>




      Credit Facility Agreement, dated as of February 27, 2002 ("AGREEMENT"),
among Global Card Holdings, Inc., a Delaware corporation ("GLOBAL"), AT&T Corp.,
a New York corporation ("AT&T," and together with Global and the respective
Affiliates and successors of AT&T and Global, the "LENDERS"), AT&T Latin America
Corp., a Delaware corporation (the "BORROWER" or "ATTL") and each Person listed
on Schedule A hereto (each, a "BORROWING SUBSIDIARY"). Certain capitalized terms
used herein are defined in Section 20.

                                    RECITALS

      A. The Borrower has requested the Lenders to make loans available to the
Borrower and the Borrowing Subsidiaries in one or more drawdowns in an aggregate
principal amount not exceeding $548,000,000 (such amount, as reduced hereunder
from time to time, the "AGGREGATE COMMITMENT");


      B. The parties desire to amend and restate in their entirety, and to
combine into a single agreement, the existing agreements identified on Schedule
B hereto (the "EXISTING LOAN AGREEMENTS");

      C. The Lenders are willing to make (or continue) loans to the Borrower
and/or one or more of the Borrowing Subsidiaries under the terms and subject to
the conditions set forth in this Agreement.

      In consideration of the mutual promises and covenants set forth herein,
the parties agree that the Existing Loan Agreements are hereby amended and
restated in their entirety as follows:

1.    LOANS.

      (a)   Subject to the terms and conditions of this Agreement, the Lenders
            agree to make one or more loans hereunder (each, a "TRANCHE A LOAN")
            to the Borrower and/or the Borrowing Subsidiaries from time to time
            during the period from the Effective Date to the Termination Date,
            as requested by the Borrower in accordance with Section 2, PROVIDED
            that, subject to Section 3(b), the aggregate principal amount of all
            outstanding Tranche A Loans shall not exceed $100,000,000, plus the
            amount of corresponding Interest Loans, at any time.

      (b)   Subject to the terms and conditions of this Agreement, the Lenders
            agree to make one or more loans hereunder (each, a "TRANCHE B LOAN")
            to the Borrower and/or the Borrowing Subsidiaries from time to time
            during the period from the Effective Date to the Termination Date,
            as requested by


<PAGE>

            the Borrower in accordance with Section 2, PROVIDED that, subject to
            Section 3(b), the aggregate principal amount of all outstanding
            Tranche B Loans shall not exceed $200,000,000, plus the amount of
            corresponding Interest Loans, at any time.

      (c)   Subject to the terms and conditions of this Agreement, the Lenders
            agree to make one or more loans hereunder (each, a "TRANCHE C LOAN")
            to the Borrower and/or the Borrowing Subsidiaries from time to time
            during the period from the Effective Date to the Termination Date,
            as requested by the Borrower in accordance with Section 2, PROVIDED
            that, subject to Section 3(b), the aggregate principal amount of all
            outstanding Tranche C Loans shall not exceed $98,000,000, plus the
            amount of corresponding Interest Loans, at any time.

      (d)   Subject to the terms and conditions of this Agreement, the Lenders
            agree to make one or more loans hereunder (each, a "TRANCHE D LOAN")
            to the Borrower and/or the Borrowing Subsidiaries from time to time
            during the period from the Effective Date to the Termination Date,
            as requested by the Borrower in accordance with Section 2, PROVIDED
            that, (I) subject to Section 3(b), the aggregate principal amount of
            all outstanding Tranche D Loans shall not exceed $150,000,000, plus
            the amount of corresponding Interest Loans, at any time, and (II)
            Tranche D Loans shall only be made available if the Brazilian
            Debenture is not executed or such funding is otherwise required or
            permitted to be made in accordance with the terms of the
            Supplemental Agreement to be entered into among AT&T, ATTL and ABN
            AMRO Trustees Limited, as collateral and intercreditor agent in
            connection with the Vendor Financing Facility (the "SUPPLEMENTAL
            AGREEMENT"). The amount of Interest Loans outstanding from time to
            time corresponding to Tranche D Loans shall not be taken into
            account for purposes of determining if a Tranche D Loan is required
            to be made under the Supplemental Agreement.

      (e)   Until the date on which (I) principal, premium (if any), accrued
            interest and all other amounts then due and owing on the Vendor
            Financing Facility have been paid in full at final maturity or (II)
            in the case of Loans other than Tranche D Loans, the Vendor
            Financing Facility otherwise permits cash payment of interest
            hereunder, the Borrowing Parties shall not make any cash interest
            payments on any Loans, and, on the applicable interest payment dates
            prior to such date, the relevant Borrowing Party shall borrow and
            the relevant Lenders shall be deemed to have loaned to such
            Borrowing Party an interest loan (an "INTEREST LOAN") in a principal
            amount equal to the accrued interest due (and not paid in cash) from
            such




                                       2
<PAGE>

            Borrowing Party on such date. Each Interest Loan shall be of the
            same type of Loan as the principal amount to which such interest
            relates, and the amount of such Interest Loan shall be recorded
            appropriately in the records of the Lenders. Each Interest Loan
            shall be deemed a "Loan" of the type hereunder for all purposes
            (including for purposes of this paragraph), except for the purposes
            of the proviso to each of paragraphs (a) through (d) of Section 1
            and for purposes of Section 3(b)(i).

      (f)   The Borrowing Subsidiaries listed on Schedule A may be changed from
            time to time as agreed by the Lenders and Borrower, PROVIDED that
            any Person added to such list becomes a party to this Agreement.

      (g)   The parties acknowledge that, prior to any advances of Loans in
            accordance with Section 2 hereof, the principal amount of, and
            capitalized and accrued interest on, all outstanding Tranche A
            Loans, Tranche B Loans, Tranche C Loans and Tranche D Loans is as
            set forth in Schedule C hereto (which schedule shall be updated as
            of the Effective Date). As of the Effective Date, all such
            outstanding amounts set forth in Schedule C hereto, as so updated,
            (plus additional amounts outstanding or accrued as of such date)
            shall be deemed to constitute Tranche A Loans, Tranche B Loans,
            Tranche C Loans and Tranche D Loans, respectively, hereunder without
            the necessity of any further action, and this Agreement shall
            replace and supersede the Existing Loan Agreements, which shall
            terminate.

1A.   WARRANTS.

      As of the date of the advance of each Loan, the Borrower will issue to the
      Lenders warrants ("WARRANTS") to purchase shares of Class A common stock
      of the Borrower in accordance with the economic terms set forth in
      Schedule D. The Warrants shall be issued pursuant to a Warrant Agreement
      substantially in the form of Exhibit C hereto.

2.    PROCEDURES FOR ADVANCES OF LOANS.

      (a)   REQUESTS FOR BORROWING. Following the Effective Date, the Borrower
            shall give the Lenders a notice of each Loan (other than any
            Interest Loan) substantially in the form of Exhibit A (a "BORROWING
            NOTICE"), duly executed by the Chief Executive Officer or Chief
            Financial Officer of ATTL, not later than the fifth Business Day
            prior to the borrowing date of such Loan of its intention to borrow,
            specifying (I) the principal amount of such Loan in Dollars, which
            shall be in an aggregate amount of



                                       3
<PAGE>

            $2,000,000 or an integral multiple of $1,000,000 in excess thereof
            (not to exceed, together with any outstanding Loans other than
            Interest Loans, the Aggregate Commitment), (II) the borrowing date
            of such Loan, which shall be a Business Day, (III) the name of any
            Borrowing Subsidiary proposed to be a borrower and (IV) the bank
            account or accounts of the Borrower (or Borrowing Subsidiary) to
            which the Loan is to be disbursed, and certifying, as of the date of
            the Borrowing Notice and as of the borrowing date, that (W) the
            Borrower and the Borrowing Subsidiaries have performed and complied
            with all the respective terms and conditions of this Agreement
            applicable to them, (X) the representations and warranties contained
            in Section 9 are and will be true and correct; (Y) there exists and
            will exist no condition or event which constitutes or which, after
            notice or passage of time or both, would constitute an Event of
            Default, and (Z) the amount of the Loan specified in the Borrowing
            Notice is consistent with the most recently delivered Budget. Any
            Borrowing Notice received after 12:00 noon (New York time) shall be
            deemed received on the next Business Day. If the Borrower requests
            in a Borrowing Notice pursuant to this Section that all or a portion
            of an amount of the Loan specified therein be made available to one
            or more Borrowing Subsidiaries, Borrower must deliver the Borrowing
            Notice to the Lenders not later than (I) 20 Business Days prior to
            the requested borrowing date if any relevant Borrowing Subsidiary is
            domiciled in Colombia or Brazil; or (II) 10 Business Days prior to
            the requested borrowing date if any relevant Borrowing Subsidiary is
            domiciled in Peru, Argentina or Chile.

      (b)   DISBURSEMENT OF LOANS. Subject to the terms and conditions of this
            Agreement, not later than 5:00 p.m. on the borrowing date set forth
            in a Borrowing Notice with respect to a Loan complying with
            paragraph (a) of this Section, the Lenders shall make available to
            the Borrower the amount of such Loan in U.S. Dollars specified in
            such Borrowing Notice, in immediately available funds payable to the
            account or accounts specified in such Borrowing Notice, PROVIDED
            that at the request of Borrower, the Lenders may, in their sole
            discretion, make available to a Borrowing Subsidiary all or a
            portion of an amount of the Loan specified in the Borrowing Notice
            on a borrowing date to be agreed between the Lenders and the
            Borrower, which date, except as otherwise agreed by the Lenders,
            shall be not earlier than (I) 20 Business Days after receipt of the
            Borrowing Notice if the relevant Borrowing Subsidiary is domiciled
            in Colombia or Brazil or (II) 10 Business Days after receipt of the
            Borrowing




                                       4
<PAGE>

            Notice if the relevant Borrowing Subsidiary is domiciled in Peru,
            Argentina or Chile.

      (c)   Notwithstanding clause (a) above, and subject to the maximum
            principal amount set forth in Section 1(d), the Lenders will extend
            Tranche D Loans to the Borrower (or, at the Lenders' option, to a
            Subsidiary of the Borrower if permitted under the Vendor Financing
            Facility) if and to the extent the Lenders are required to do so
            pursuant to the Supplemental Agreement. The Borrower agrees to
            provide promptly to the Lenders a copy of any notice received by the
            Borrower or its affiliates from any lender or agent under the Vendor
            Financing Facility with respect to such funding requirement pursuant
            to the Supplemental Agreement, and to provide promptly to the
            Lenders a Borrowing Notice for the corresponding Tranche D Loan.

3.    REPAYMENT; REDUCTION OF AGGREGATE COMMITMENT.

      (a)   FINAL MATURITY. The Borrower shall repay, or cause the relevant
            Borrowing Subsidiaries to repay, as the case may be (including
            without limitation by providing funds to such Borrowing Subsidiary
            for such payment), all Loans (or such principal amount as shall then
            be outstanding) on October 1, 2008.

      (b)   MANDATORY PREPAYMENT.

            (i)   If at any time the aggregate amount of outstanding Loans
                  (other than Interest Loans) exceeds the Aggregate Commitment
                  then in effect, the Borrower shall prepay, or cause the
                  relevant Borrowing Subsidiaries to prepay, as the case may be
                  (including without limitation by providing funds to such
                  Borrowing Subsidiary for such payment) an amount equal to the
                  excess of the aggregate amount of outstanding Loans (other
                  than Interest Loans) over such Aggregate Commitment, such
                  prepayment to be made, together with accrued interest on the
                  amount prepaid through the date of prepayment, not more than
                  three Business Days following any date on which the aggregate
                  amount of outstanding Loans (other than Interest Loans)
                  exceeds the Aggregate Commitment.

            (ii)  The Borrower shall prepay, or cause the relevant Borrowing
                  Subsidiary to prepay, as the case may be (including, without
                  limitation, by providing funds to such Borrowing Subsidiary
                  for such payment):



                                       5
<PAGE>

                  (I)   until the Tranche D Loan has been repaid in full, an
                        amount equal to the lesser of (A) one hundred percent
                        (100%) of the net cash proceeds from any Offering (net
                        of all costs of such Offering including, without
                        limitation, underwriting fees (if any)) and (B) the
                        remaining amount outstanding under the Tranche D Loan,
                        PROVIDED that, (i) with respect to any "Equity Capital
                        Market Transaction" that is not a Refinancing Private
                        Equity Transaction, the Borrower shall not be required
                        to prepay any amount in excess of the amount derived
                        from the "Capital Markets Percentage" applicable
                        thereto, and (ii) no prepayment shall be required in the
                        case of an Offering constituting an "Agency Capital
                        Market Transaction" (the foregoing terms in quotation
                        marks having the respective meanings assigned to them in
                        the Common Agreement); and

                  (II)  to the extent not applied pursuant to clause (I) above,
                        an amount equal to the Mandatory Prepayment Amount.

      Any prepayment required to be made pursuant to this Section 3(b)(ii) shall
      be made, together with accrued interest on the amount prepaid through the
      date of prepayment, not more than three Business Days following the
      closing of the Offering generating such proceeds, and shall be applied (A)
      in the case of a prepayment pursuant to clause (I) above, to repayment of
      the Tranche D Loan and (B) in the case of a prepayment pursuant to clause
      (II) above, to the repayment of the Tranche A Loan, the Tranche B Loan and
      the Tranche C Loan (in that order of priority).

      For the purposes of this Section 3(b)(ii), the following terms have the
      following meanings:

                  "MANDATORY PREPAYMENT AMOUNT", with respect to any Offering,
            means the product of (A) the net cash proceeds of such Offering (net
            of all costs of such Offering including, without limitation,
            underwriting fees (if any)) and (B) the Mandatory Prepayment
            Percentage (expressed as a decimal).

                  "MANDATORY PREPAYMENT PERCENTAGE" means (A) if the Vendor
            Financing Facility has been terminated, twenty-five percent (25%),
            or (B) if the Vendor Financing Facility is outstanding, either (X)
            twenty-five percent (25%), if (I) the relevant Offering is
            consummated after the third anniversary of the Effective Date and
            the Borrower's Leverage Ratio for





                                       6
<PAGE>

            the immediately preceding four full fiscal-quarter period is less
            than or equal to 5:1 or (ii) AT&T and the lenders under the Vendor
            Financing Facility shall have negotiated a prepayment provision,
            allowing AT&T to be prepaid without the criteria set forth in the
            immediately preceding clause (i) having been met (but the amount of
            such negotiated prepayment, together with the amount of any
            prepayment required to be made to the lenders under the Vendor
            Financing Facility following such negotiation, shall in no event be
            greater than the aggregate amount required to be prepaid by ATTL and
            its Subsidiaries (1) to the Lenders under this clause 3(b)(ii), plus
            (2) under the Common Agreement), or (Y) zero percent (0%), if clause
            (x) does not apply, provided that, in any case, with respect to an
            "Agency Capital Market Transaction" (as defined in the Common
            Agreement) the Mandatory Prepayment Percentage shall be 0%.

                  "OFFERING" means any issuance or incurrence by the Borrower,
            any Borrowing Subsidiary or any Subsidiary of the Borrower or any
            Borrowing Subsidiary from time to time, whether in a public or
            private placement or offering, of (A) Indebtedness, other than
            Senior Obligations and Basket Indebtedness, or (B) equity securities
            or similar interests, other than in connection with the exercise of
            (i) stock options or other equity-based incentive instruments by
            employees pursuant to an authorized plan of such Borrower, Borrowing
            Subsidiary or other Subsidiary, or (ii) any Warrants.

      (c)   OPTIONAL PREPAYMENT. The Borrower (or any Borrowing Subsidiary) may
            prepay Loans in whole or in part without penalty or premium, but
            together with accrued and unpaid interest on the amount prepaid
            through the date of prepayment, PROVIDED that the Borrower shall
            give the Lenders notice of any such prepayment at least three
            Business Days in advance.

      (d)   PREPAYMENT ON ACCOUNT OF ILLEGALITY. Notwithstanding any other
            provision herein, if the adoption of or any change in any
            Requirement of Law applicable to the Lenders, Borrower or any
            Borrowing Subsidiary or in the interpretation or application thereof
            occurring after the date of this Agreement shall make it unlawful
            for any Lender to make or maintain any Loan, (I) the Lenders shall
            promptly give written notice of such circumstances to the Borrower
            (which notice shall be withdrawn whenever such circumstances no
            longer exist), and (II) the Borrower shall repay (or cause its
            applicable Borrowing Subsidiary to repay) the amount of such Loan,
            together with any interest accrued thereon, within three Business
            Days following receipt of such notice from the Lenders.



                                       7
<PAGE>

      (e)   REPAYMENT IN EVENT OF DEFAULT. If an Event of Default shall have
            occurred and be continuing, the Loan may be declared payable
            immediately, or will become repayable immediately, in accordance
            with Sections 11 and 12.

      (f)   PAYMENT IN DOLLARS. Any payment under this Agreement or the Notes
            shall be in Dollars.

      (g)   NO REBORROWING. Loans may not be reborrowed once repaid, except that
            Loans under Tranche D repaid out of proceeds of the Brazilian
            Debenture (or any "Brazilian Debenture Refinancing Indebtedness" as
            defined in the Common Agreement) may be reborrowed, to the extent of
            any such repayment and to the extent required by the Supplemental
            Agreement, and Tranche D Loans may be reborrowed to the extent
            required by the Supplemental Agreement.

      (h)   CONVERSION OF LOANS. With the mutual agreement of ATTL and the
            Lenders, all or any portion of the outstanding principal amount and
            accrued and unpaid interest of any Loan shall be converted into, or
            exchanged for, fully paid and nonassessable shares of B Voting
            Preferred Stock at the Conversion Rate (determined as hereafter
            provided). The shares of B Voting Preferred Stock issued upon any
            such conversion or exchange shall afford such rights as are set
            forth in, and, other than with respect to voting rights, shall
            otherwise be governed by, the Certificate of Designation applicable
            to the Series B Preferred Stock of ATTL. As promptly as practicable
            on or after the date of any such conversion or exchange, the
            Borrower shall issue and deliver to the Lenders a certificate or
            certificates for the number of shares of B Voting Preferred Stock
            issuable upon conversion or exchange, rounded up (if necessary so
            that a fractional share need not be issued) to the nearest whole
            share.

            The rate at which shares of B Voting Preferred Stock shall be
            delivered upon conversion or exchange (the "CONVERSION RATE") shall
            be the number of shares of B Voting Preferred Stock having a
            liquidation preference equal to the amount of principal and accrued
            and unpaid interest of the Loans being converted or exchanged.

4.    NOTES.

      The obligation of the Borrower and each Borrowing Subsidiary to pay the
      principal of and interest on all of its Loans to any Lender shall be
      evidenced by a single note payable to the Lenders (a "NOTE"), which shall
      (I) be dated as of





                                       8
<PAGE>

      the Effective Date, and thereafter updated as necessary to account for
      additional Loans, Interest Loans and prepayments hereunder, (II) be in an
      amount equal to the Aggregate Commitment in effect at the time such Note
      is issued, (III) bear interest as provided in Section 5, (iv) be payable
      in Dollars to the order of the applicable Lender, (V) be duly executed by
      a duly authorized officer of the Borrower or the relevant Borrowing
      Subsidiary, (VI) be substantially in the form of Exhibit B with blanks
      completed in conformity herewith and therewith, and (vii) be pledged to
      the Collateral and Intercreditor Agent under the Common Agreement to the
      extent required by the last paragraph of Section 6.01 of the Common
      Agreement. Each Borrowing Party's Note shall be valid and enforceable as
      to its principal amount at any time only to the extent of the Loans
      advanced by the Lenders to such Borrowing Party and then outstanding, and,
      as to interest, only to the extent of the interest accrued and unpaid in
      respect of such Loans. The Borrower shall deliver, or cause to be
      delivered, to the Lenders a duly executed Note in respect of each
      Borrowing Party that borrows from the Lenders hereunder not later than the
      date on which such Borrowing Party's first Loan is disbursed or deemed
      made hereunder.

5.    INTEREST.

      (a)   INTEREST RATE. Subject to the provisions of this Section 5,

            (i)   the outstanding principal amount of each Tranche A Loan shall
                  bear interest at a rate per annum equal to the LIBOR Rate plus
                  the Margin as set forth below up to and including the date
                  that is on or after August 28, 2002 and on which an interest
                  payment is due, and 14% thereafter;

            (ii)  the outstanding principal amount of each Tranche B Loan shall
                  bear interest at a rate per annum equal to 15%;

            (iii) the outstanding principal amount of each Tranche C Loan shall
                  bear interest at a rate per annum equal to 15%;

            (iv)  the outstanding principal amount of each Tranche D Loan shall
                  bear interest at a rate per annum equal to 15.3%;


                                       9
<PAGE>

            (v)   The interest rate for each Loan shall be adjusted as set forth
                  in Sections 5(a)(vi)(A) and (B) below.

                  (A)   The interest rate for each Loan shall decrease by 1%,
                        commencing as of October 1, 2003 (in the case of clause
                        (I) below) or October 1, 2005 (in the case of clause
                        (II) below), if:

                        (I)   the Consolidated EBITDA of the Borrower, for the
                              two consecutive full fiscal quarters immediately
                              preceding October 1, 2003, is greater than
                              $27,500,000 or

                        (II)  the Borrower has, as of the fiscal quarter ended
                              immediately preceding October 1, 2005, a Leverage
                              Ratio of less than 5:1.

                  (B)   The interest rate for each Loan shall be increased by
                        1%, commencing as of October 1, 2003 (in the case of
                        clause (I) below) or October 1, 2005 (in the case of
                        clause (II) below), if:

                        (I)   the Consolidated EBITDA of the Borrower, for the
                              two consecutive full fiscal quarters immediately
                              preceding October 1, 2003, is not greater than
                              $7,500,000 or

                        (II)  the Borrower has, as of the fiscal quarter ended
                              immediately preceding October 1, 2005, a Leverage
                              Ratio of more than 7:1.

            (C)   Each interest rate adjustment, if any, to be made in
                  accordance with this Section shall become final and be
                  reflected retroactively in the books and records of the
                  Lenders and ATTL as and when the relevant quarterly financial
                  data described above has been reviewed by the independent
                  accounting firm charged with reviewing or auditing ATTL's
                  periodic financial statements.

      (b)   INTEREST PERIODS. The Interest Period (the "INTEREST PERIOD") for
            each Loan shall be (I) initially, the period commencing on and
            including the next succeeding day after the date of disbursement (in
            the case of advances of Tranche A Loans, Tranche B Loans, Tranche C
            Loans and Tranche D Loans) or the date on which each Interest Loan
            is deemed to have been made (in the case of Interest Loans), and
            ending on and including the first day of the next succeeding June or
            December, and (II) thereafter, each six-month period commencing on
            and including the next succeeding day after




                                       10
<PAGE>

            the last day of the preceding Interest Period and ending on and
            including the first day of the next succeeding June or December,
            PROVIDED that (X) any Interest Period that would otherwise end on a
            day that is not a Business Day shall end on the next succeeding
            Business Day, (Y) any Interest Period that would otherwise end after
            the Termination Date shall end on the Termination Date, and (Z) the
            loan amounts specified to be outstanding pursuant to Section 1(g)
            shall be deemed for the purpose of Interest Period calculations to
            have been advanced on the date hereof.

      (c)   DEFAULT RATE. Upon the occurrence and during the continuance of an
            Event of Default, all Loans shall bear interest at a rate per annum
            that is 2% in excess of the rate then otherwise applicable.

      (d)   INTEREST PAYMENT AND COMPUTATION. Interest on each Loan shall be
            payable on the last day of each Interest Period applicable thereto.
            Interest shall be computed on the basis of a 360-day year or 30-day
            months and assessed for the actual number of days elapsed.

      (e)   LIBOR RATE; MARGIN. The "LIBOR RATE" shall be the per annum rate of
            interest determined on the basis of the London Inter-Bank Offered
            Rate for deposits in Dollars in minimum amounts of $5,000,000 for a
            three-month period appearing on Bloomberg (function: BBAM) as of two
            Business Days prior to the date of disbursement of the applicable
            Loan. The "MARGIN" shall be 3.75% per annum.

6.    USE OF PROCEEDS.

      The Borrower and its Subsidiaries shall use the proceeds of the Loans (I)
      to finance Capital Expenditures not covered by the Vendor Financing
      Facility, operating losses and working capital requirements; and (II) to
      pay cash interest.

7.    SUBORDINATION.

      (a)   AGREEMENT TO SUBORDINATE. Each Loan is subordinated in right of
            payment and otherwise to the Senior Obligations, to the extent and
            in the manner provided in the Subordination Agreement to be entered
            into among Latin American Equipment Finance B.V., ATTL, each
            Subsidiary of ATTL listed on Schedule II thereto and ABN AMRO
            Trustees Limited, as collateral and intercreditor agent (the
            "SUBORDINATION AGREEMENT"). Each Borrowing Subsidiary and Lender
            shall become a party to the Subordination Agreement as provided
            therein.


                                       11
<PAGE>

      (b)   NOTWITHSTANDING any other provision of this Agreement, if (i) any
            provision of THIS Agreement would require that any payment (whether
            of principal, interest or otherwise) be made hereunder or shall
            become due hereunder (or would permit any Lender to DECLARE any
            payment to become due hereunder) and (ii) at the time such payment
            would not be permitted by the Subordination Agreement, then the
            failure to make such payment shall not consitute a default under
            this Agreement or an Event of Default under Section 11(a) or 11(b)
            hereof. This paragraph shall not be construed to (x) prohibit any
            Lender from submitting any claim in any bankruptcy or insolvency
            proceeding or (y) prohibit payments that are described in and
            applied as provided in Section 2.2 of the Subordination Agreement.

8.    CONDITIONS PRECEDENT.

      The agreement of each Lender to enter into this Agreement and to make
      available the Loans is subject to the satisfaction or waiver of the
      following conditions precedent:

      (i)   BRAZILIAN DEBENTURE NOT EXECUTED. With respect to the obligation to
            make any Loan under Tranche D, the Brazilian Debenture shall not
            have been executed, or the funding of such Tranche D Loan is
            otherwise required to be made in accordance with the terms of the
            Supplemental Agreement;

      (ii)  WARRANT AGREEMENT; ISSUANCE OF WARRANTS. The Warrant Agreement shall
            have been executed and delivered by the Borrower and the other
            parties thereto, substantially in the form attached hereto as
            Exhibit C (but including registration rights provisions covering the
            Warrant Shares, in the form agreed by the parties) and the Borrower
            shall have executed and delivered to AT&T (or to its affiliates, as
            designated by AT&T prior to the Effective Date) one or more
            certificates representing the Warrants;

      (iii) The Effective Date shall have occurred, and there shall not have
            been any material amendment, waiver or change to the Common
            Agreement not reasonably acceptable to the Lenders between December
            21, 2001 and the Effective Date;

      (iv)  The Borrower and each applicable Borrowing Subsidiary (if any) shall
            have executed and delivered to the Lenders the Note; and

                                       12
<PAGE>

      (v)   With respect to each Loan requested by the Borrower to be made, the
            Lenders shall have received a duly executed Borrowing Certificate in
            accordance with Section 2(a).

9.    REPRESENTATIONS AND WARRANTIES.

      The Borrower, with respect to itself and its Subsidiaries, and each
      Borrowing Subsidiary, with respect to itself and its Subsidiaries,
      represents and warrants to the Lenders as follows:

      (a)   DUE ORGANIZATION, VALID EXISTENCE, GOOD STANDING, DUE AUTHORIZATION,
            ENFORCEABILITY. The Borrower is a corporation duly organized,
            validly existing and in good standing under the laws of Delaware and
            has the corporate power and authority to execute and deliver this
            Agreement and perform its obligations hereunder. Each Subsidiary is
            a corporation, limited liability company or other business entity
            duly organized, validly existing and, if applicable, in good
            standing under the laws of the jurisdiction in which it is
            organized. The execution and delivery of this Agreement and the
            performance of the Borrower's and the Borrowing Subsidiaries'
            obligations hereunder have been duly authorized by all necessary
            action on the part of the Borrower and, on or prior to the Effective
            Date, will have been duly authorized by all necessary action on the
            part of such Borrowing Subsidiary, as the case may be. This
            Agreement has been duly executed and delivered by the Borrower and,
            as of the Effective Date, each Borrowing Subsidiary, and constitutes
            (or, in the case of each Borrowing Subsidiary, will constiture as of
            the Effective Date) the legal, valid and binding obligation of the
            Borrower and each Borrowing Subsidiary, as the case may be.

      (b)   NO VIOLATION, CONFLICT, DEFAULT, LIENS, CONSENTS, APPROVALS. The
            execution and delivery of this Agreement by the Borrower and each
            Borrowing Subsidiary and the performance by the Borrower and each
            Borrowing Subsidiary of its obligations hereunder will not result in
            (I) any conflict with the organizational documents of the Borrower
            or any Subsidiary, (II) any breach or violation of or default under
            any law, statute, regulation, judgment, order, decree, license,
            permit or other governmental authorization or any mortgage, lease,
            agreement, deed of trust, indenture or any other instrument to which
            the Borrower or any Subsidiary of the Borrower is a party or by
            which any of them or their respective properties or assets are
            bound, or (III) except as provided herein, the creation or
            imposition of any Liens, except for such breaches, violations or
            defaults and such Liens which would not, individually or in the
            aggregate,




                                       13
<PAGE>

            reasonably be expected to have a material adverse effect (a
            "MATERIAL ADVERSE EFFECT") on the ability of Borrower and the
            Borrowing Subsidiaries to perform their obligations under this
            Agreement or with respect to any Loan. No consent, approval or
            authorization of or filing with any third party or any governmental
            authority is required on the part of the Borrower or any of the
            Subsidiaries of the Borrower in connection with the execution and
            delivery of this Agreement or the consummation of the transactions
            contemplated hereby or the performance of any obligations of
            Borrower or any of the Borrowing Subsidiaries hereunder.

      (c)   NO MATERIAL ADVERSE CHANGE. Since March 31, 2000, there has been no
            change, occurrence or development resulting in a Material Adverse
            Effect.

      (d)   NO LITIGATION. (I) There is no pending or, to the best knowledge of
            the Borrower and the Borrowing Subsidiaries, threatened action or
            suit or judicial, arbitral, rule-making or other administrative or
            other proceeding before any court of governmental agency, authority
            or body or any arbitrator involving the Borrower or any of the
            Subsidiaries that would reasonably be expected to have a Material
            Adverse Effect, and (II) there is no pending or, to the best
            knowledge of the Borrower and the Borrowing Subsidiaries, threatened
            action or suit or judicial, arbitral, rule-making or other
            administrative or other proceeding which questions the validity of
            this Agreement or any action taken or to be taken pursuant hereto.

      (e)   FEDERAL REGULATIONS. No part of the proceeds of any Loan will be
            used for "buying" or "carrying" any "margin stock" within the
            respective meanings of each of the quoted terms under Regulation U
            of the Federal Reserve Board, or for any purpose which violates the
            provisions of the Regulations of the Federal Reserve Board,
            including, without limitation, Regulation T, Regulation U or
            Regulation X of the Federal Reserve Board.

      (f)   OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
            Subsidiaries has good and valid title to, or a valid leasehold
            interest in, all its material real property, and good title to, or a
            valid leasehold interest in, all its other material property, and
            none of such property is subject to any Liens, except Permitted
            Liens.

      (g)   INVESTMENT COMPANY ACT. Neither the Borrower nor any of the
            Subsidiaries is an "investment company" or a "company controlled by
            an investment company" within the meaning of the United States
            Investment Company Act of 1940, as amended.


                                       14
<PAGE>

      (h)   PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any of
            the Subsidiaries is a "holding company" or an "affiliate of a
            holding company" within the meaning of the United States Public
            Utility Holding Company Act of 1935, as amended.

      (i)   FOREIGN ASSETS CONTROL REGULATIONS, ETC. Neither the making of any
            Loan nor the use of the proceeds thereof as contemplated by this
            Agreement will violate any requirement or prohibition imposed by the
            United States government under authority of the International
            Emergency Economic Powers Act (50 U.S.C. ss 1701, ET SEQ.), the
            Trading with the Enemy Act (50 U.S.C. App. 5(b)), or any
            proclamation, order, regulation or license issued pursuant thereto.

      (j)   TAXES. The Borrower and each of the Subsidiaries have duly and
            timely filed or caused to be duly and timely filed all tax returns
            which are required to be filed and have duly and timely paid all
            taxes shown to be due and payable on such returns or on any
            assessments made against it or any of its property by a government
            authority or otherwise payable by it (other than any amount the
            validity of which is currently being contested in good faith by
            appropriate proceedings and with respect to which adequate reserves
            have been established in the books of the Borrower or the
            Subsidiaries, as the case may be) except to the extent that failure
            to comply with this paragraph would not be reasonably expected to
            have a Material Adverse Effect.

10.   COVENANTS.

      (a)   ANNUAL BUDGET. Prior to the beginning of each fiscal year of the
            Borrower, the Borrower shall deliver to the Lenders an annual budget
            with respect to the Group (the "BUDGET"), approved by the Board of
            Directors of Borrower, that sets forth in reasonable detail (I) the
            financing needs of the Group and expected financing sources; and
            (II) the amount of proposed Capital Expenditures for each quarterin
            such year. Borrower shall promptly provide to the Lenders an updated
            Budget, approved by the Board of Directors of Borrower, upon any
            material change to the Budget most recently delivered to the
            Lenders.

      (b)   USE OF PROCEEDS/MARGIN REGULATIONS. The Borrower shall, and shall
            cause its Subsidiaries to, use the proceeds of Loans in accordance
            with Section 6. The Borrower shall not, and shall cause its
            Subsidiaries not to, use any part of the proceeds of any Loan for
            "buying" or "carrying" any "margin stock" within the respective
            meanings of each of the quoted terms


                                       15
<PAGE>

            under Regulation U of the Federal Reserve Board, or for any purpose
            which violates the provisions of the Regulations of the Federal
            Reserve Board, including, without limitation, Regulation T,
            Regulation U or Regulation X of the Federal Reserve Board. If
            requested by the Lender, the Borrower and each Subsidiary will
            furnish to the Lenders a statement to that effect in conformity with
            the requirements of FR Form U-1 or such other similar form referred
            to in Regulation T, Regulation U or Regulation X of the Federal
            Reserve Board, as the case may be,

      (c)   NOTICE OF EVENT OF DEFAULT. The Borrower shall deliver to the
            Lenders promptly, and in any event within five Business Days after a
            responsible officer of the Borrower or any Subsidiaries becoming
            aware of the existence of any Event of Default, a written notice
            specifying the nature and period of existence thereof and what
            action the Borrower is taking or proposes to take with respect
            thereto;

      (d)   REQUESTED INFORMATION. The Borrower shall deliver to the Lenders as
            promptly as practicable such data and information (including copies
            of periodic financial statements) relating to the business,
            operations, affairs, financial condition, assets or properties of
            the Borrower or any of the Subsidiaries or relating to the ability
            of the Borrower or any of its Subsidiaries to perform their
            respective obligations hereunder, or with respect to any Loan, as
            from time to time may be reasonably requested by the Lenders.

      (e)   COMPLIANCE WITH LAWS. The Borrower shall, and shall cause its
            Subsidiaries at all times to:

            (i)   comply in all material respects with all Requirements of Law
                  applicable to Borrower or its Subsidiaries, as the case may
                  be; and

            (ii)  obtain, effect and maintain in full force and effect all
                  material governmental and regulatory consents, licenses,
                  exemptions, clearances, filings, registrations and
                  authorizations necessary for the conduct of the business,
                  trade and ordinary activities of the Borrower and its
                  Subsidiaries.

      (f)   INSURANCE. The Borrower shall maintain, and cause each Subsidiary to
            maintain, insurance on and in relation to its business and assets
            against such risks and to such extent as it reasonably considers
            good business practice for companies carrying on a business such as
            that carried on by the relevant Person.



                                       16
<PAGE>

      (g)   LIMITATIONS ON INDEBTEDNESS. The Borrower shall not, and shall not
            permit any of its Restricted Subsidiaries (as defined in the Common
            Agreement) to, directly or indirectly, create, incur, assume or
            permit to remain outstanding any Indebtedness except the following
            ("PERMITTED INDEBTEDNESS"):

            (i)   Indebtedness in an aggregate principal amount outstanding that
                  does not exceed the greater of (i) the sum of (A)(x) if the
                  Brazilian Debenture is executed, $700,000,000, or (y) if the
                  Brazilian Debenture is not executed, $545,000,000 (being in
                  each case the total amount of Indebtedness able to be incurred
                  under clauses (a), (e), (g) (but only if the Brazilian
                  Debenture is executed), (h) and (l) of Section 6.01 of the
                  Common Agreement), plus (B) the aggregate amount of existing
                  Indebtedness set forth in Schedule 6.01 and the Indebtedness
                  permitted from time to time under clauses (i) and (m) of
                  Section 6.01 of the Common Agreement, and (ii) 110% of the
                  amount (in Dollars or Dollar Equivalents) of the Indebtedness
                  provided for in the Budget most recently approved by the board
                  of directors of the Borrower;

            (ii)  Indebtedness of the Borrower to any Subsidiary of the
                  Borrower, or Indebtedness of any Subsidiary of the Borrower to
                  the Borrower or any other Subsidiary of the Borrower;

            (iii) Indebtedness under currency or interest rate hedging
                  agreements;

            (iv)  Indebtedness in respect of performance bonds, bankers'
                  acceptances and letters of credit provided in the ordinary
                  course of business;

            (v)   Indebtedness to renew, extend, refinance or replace any
                  Indebtedness permitted by this Section, PROVIDED that such
                  Indebtedness does not exceed the principal amount of and
                  premium, if any, on the Indebtedness being renewed, extended,
                  refinanced or replaced, plus reasonable costs and expenses
                  incurred upon such renewal, extension, refinancing or
                  replacement; and

            (vi)  Indebtedness under this Agreement, subject to the conditions
                  hereof.


                                       17
<PAGE>

      (h)   LIMITATIONS ON INVESTMENTS. The Borrower shall not, and shall not
            permit any Restricted Subsidiary (as defined in the Common
            Agreement) to, purchase, own, invest in or otherwise acquire,
            directly or indirectly, any investment that is prohibited under
            Section 6.04(a) of the Common Agreement.

      (i)   LIMITATIONS ON LIENS. The Borrower shall not, and shall not permit
            any Subsidiary to, create or have outstanding any Lien on or over
            any assets, except for:

            (i)   LIENS PERMITTED UNDER SECTION 6.02 of the Common Agreement;
                  and

            (ii)  other Liens created or outstanding on or over assets of the
                  Borrower or any Subsidiary not at any time exceeding
                  $10,000,000 (or Dollar Equivalent) in the aggregate;

            PROVIDED that, except in connection with the Vendor Financing
            Facility and other senior secured financing permitted under the
            Vendor Financing Facility, the Borrower shall not, and shall not
            permit any Subsidiary to, create or have outstanding any Lien on any
            shares of capital stock or other equity interest of of any
            Subsidiary of the Borrower other than any Unrestricted Subsidiary.

      (j)   ASSET SALES. The Borrower shall not, and shall not permit any
            Subsidiary to, sell, lease, assign, transfer or otherwise dispose of
            any of its property, business or assets, including, without
            limitation, the sale of any receivables or leasehold interests and
            any sale-leaseback or similar transaction (each of the foregoing
            transactions, an "ASSET SALE"), whether now or hereafter acquired
            except:

            (i)   the sale of inventory, equipment or services to customers in
                  the ordinary course of business;

            (ii)  the sale of obsolete assets no longer used or usable in the
                  business of the Group;

            (iii) the sale or discount without recourse of receivables arising
                  in the ordinary course of business in connection with the
                  compromise or collection thereof;

                                       18
<PAGE>

            (iv)  asset sales permitted by clauses (v), (vi), (vii) and (viii)
                  of Section 6.04(b) of the Common Agreement;

            (v)   the transfer by any Subsidiary of any of its property to any
                  other Subsidiary or to the Borrower; and

            (vi)  other Asset Sales not exceeding $5,000,000 (or Dollar
                  Equivalent) in the aggregate.

      (k)   CAPITAL EXPENDITURES. The Borrower shall not, and shall not permit
            any Subsidiary to, make any Capital Expenditure that would cause the
            aggregate of all Capital Expenditures of Borrower and its
            Subsidiaries on a consolidated basis to exceed (i) in any fiscal
            quarter, an amount equal to 120% of the level of Capital
            Expenditures provided for in the most recently delivered Budget with
            respect to such fiscal quarter, or (ii) in any fiscal year, an
            amount equal to 115% of the level of Capital Expenditures provided
            for in the most recently delivered Budget with respect to such
            fiscal year.

      (l)   PAYMENT OF TAXES. The Borrower and each of the Subsidiaries shall
            duly and timely file or cause to be duly and timely filed all tax
            returns which are required to be filed and shall duly and timely pay
            all taxes shown to be due and payable on such returns or on any
            assessments made against it or any of its property by a government
            authority or otherwise payable by it (other than any amount the
            validity of which is contested in good faith by appropriate
            proceedings and with respect to which adequate reserves are
            established in the books of the Borrower or the Subsidiaries, as the
            case may be) except to the extent that failure to comply with this
            paragraph would not reasonably be expected to have a Material
            Adverse Effect.

      (m)   FUTURE GUARANTORS; PLEDGE OF NOTES. With respect to any Loans
            hereunder that are extended to the Borrower, the Borrower shall
            cause each of its subsidiaries (as specified by the Lenders, but
            excluding any Unrestricted Subsidiaries of ATTL) to execute and to
            deliver to the Lenders a subordinated guaranty in form and substance
            reasonably acceptable to the Lenders, as promptly as practicable
            after the date on which the issuance of such guaranties is permitted
            under the Vendor Financing Facility. With respect to any Loan
            hereunder that is extended to any Borrowing Subsidiary, (i) the
            Borrower shall execute and deliver to the Lenders a guaranty in form
            and substance reasonably acceptable to the Lenders, and (ii) the
            Lenders acknowledge and agree that the Borrower may, or may cause
            such Borrowing Subsidiary to, pledge to the Collateral Agent under




                                       19
<PAGE>

            the Vendor Financing Facility the note or notes evidencing such
            Loan, to the extent required under the Common Agreement.


11.   EVENTS OF DEFAULT.

      The Events of Default in this Agreement are:

      (a)   subject to Section 7(b), failure by the Borrower to make, or to
            cause an applicable Borrowing Subsidiary to make, any repayment of
            principal on any Loan, for more than three Business Days after such
            principal becomes due and payable, whether at maturity or at a date
            fixed for prepayment pursuant to Section 3(b), Section 3(c) or
            Section 3(d); or

      (b)   subject to Section 7(b), failure by the Borrower or any Borrowing
            Subsidiary to make payment of any interest on any Loan for more than
            three Business Days after such interest becomes due and payable; or

      (c)   at any time when no Senior Obligations are outstanding under the
            Vendor Financing Facility, the Borrower or any Borrowing Subsidiary
            defaults in its performance of or compliance with any other term
            contained herein (other than those referred to in paragraphs (a) or
            (b) of this Section ) and such default is not remedied within 30
            days after the earlier of (I) an officer of the Borrower or such
            Borrowing Subsidiary, as the case may be, obtaining actual knowledge
            of such default and (II) the Borrower or such Borrowing Subsidiary,
            as the case may be, receiving written notice of such default from
            the Lenders (any such notice to be identified as a "notice of
            default" and to refer specifically to this paragraph (c) of Section
            11); or

      (d)   (I) the Borrower or any Subsidiary is in default (as principal or as
            guarantor or other surety) in the payment of any principal of or
            premium or make-whole amount or interest on any indebtedness for
            borrowed money that is outstanding in an aggregate principal amount
            of at least $5,000,000 (or Dollar Equivalent) beyond any period of
            grace provided with respect thereto, or (II) the Borrower or any
            Subsidiary is in default in the performance of or compliance with
            any material term of any evidence of any indebtedness for borrowed
            money in an aggregate outstanding principal amount of at least
            $5,000,000 (or Dollar Equivalent) or of any mortgage, indenture or
            other agreement relating thereto or any other condition exists, and
            as a consequence of such default or condition such indebtedness has
            become, or has been declared due and payable before its stated
            maturity or before its regularly scheduled dates of payment; or



                                       20
<PAGE>

      (e)   the Borrower or any Subsidiary (I) is generally not paying, or
            admits in writing its inability to pay, its debts as they become
            due, (II) files, or consents by answer or otherwise to the filing
            against it of, a petition for relief or reorganization or
            arrangement or any other petition in bankruptcy, for liquidation or
            to take advantage of any bankruptcy, insolvency, reorganization,
            moratorium or other similar law of any jurisdiction, (III) makes as
            assignment for the benefit of its creditors, (IV) consents to the
            appointment of a custodian, receiver, trustee or other officer with
            similar powers with respect to it or with respect to any substantial
            part of its property, (V) is adjudicated as insolvent or to be
            liquidated, or (VI) takes action for the purpose of any of the
            foregoing; or

      (f)   a court or governmental authority of competent jurisdiction enters
            an order appointing, without consent by the Borrower or any
            Subsidiary, a custodian, receiver, trustee or other officer with
            similar powers with respect to it or with respect to any substantial
            part of its property, or constituting an order for relief or
            approving a petition for relief or reorganization or any other
            petition in bankruptcy or for liquidation or to take advantage of
            any bankruptcy or insolvency law of any jurisdiction, or ordering
            the dissolution, winding-up or liquidation of the Borrower or any
            Subsidiary or any such petition shall be filed against the Borrower
            or any Subsidiary and such petition shall not be dismissed within 60
            days; or

      (g)   a final judgment or judgments for the payment of money aggregating
            in excess of $5,000,000 (or Dollar Equivalent) are rendered against
            the Borrower or any Subsidiary and which judgments are not, within
            60 days after entry thereof, bonded, discharged or stayed pending
            appeal, or are not discharged within 60 days after the expiration of
            such stay; or

      (h)   revocation or non-renewal of any license, concession or similar
            authorization that is material to the business of the Group as
            currently conducted or planned to be conducted in accordance with
            the most recently delivered Budget; or

      (i)   expropriation or nationalization of any material assets, business or
            business unit of the Borrower or any Subsidiary, or any state of war
            or political conflict or imposition of any restriction on currency
            convertibility or transferability of funds that is reasonably likely
            to have a Material Adverse Effect.


                                       21
<PAGE>

12.   REMEDIES UPON DEFAULT, ETC.

      (a)   Subject to Section 7, if any Event of Default referred to in Section
            11 shall have occurred and be continuing, (X) upon the occurrence of
            any such Event of Default described in clauses (e) or (f) of Section
            11, the whole amount of the outstanding Loans and all accrued
            interest and other amounts owing thereunder shall automatically
            become due and payable, or (Y) upon the occurrence of any other
            Event of Default described in Section 11, the Lenders may at anytime
            at their option, by demand in writing to the Borrower, declare the
            whole amount of the outstanding Loan to be immediately due and
            payable.

      (b)   Subject to Section 7, upon any portion of the Loans becoming due and
            payable under this Section 12, whether automatically or by
            declaration, the entire unpaid principal amount of the Loans plus
            all accrued and unpaid interest thereon, shall all be immediately
            due and payable, in each and every case without presentment, demand,
            protest or further notice, all of which are hereby waived.

      (c)   OTHER REMEDIES. Subject to Section 7, if any Event of Default has
            occurred and is continuing, and irrespective of whether the Loan has
            become or has been declared immediately due and payable under this
            Section, the Lenders may at the time that the Loan is outstanding,
            proceed to protect and enforce the rights of such holder by an
            action at law, suit in equity or other appropriate proceeding,
            whether for the specific performance of any agreement contained
            herein, or for an injunction against a violation of any of the terms
            hereof or thereof, or in aid of the exercise of any power granted
            hereby or thereby or by law or otherwise.

      (d)   NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC. No course of
            dealing and no delay on the part of the Lenders in exercising any
            right, power or remedy shall operate as a waiver thereof or
            otherwise prejudice each of the Lender's rights, powers or remedies.
            No right, power or remedy conferred by this Agreement upon the
            Lenders shall be exclusive of any other right, power or remedy
            referred to herein or therein or now or hereafter available at law,
            in equity, by statute or otherwise. The Borrower will pay to the
            Lenders on demand such further amount as shall be sufficient to
            cover all costs and expenses of such holder incurred in any
            enforcement or collection under this Section 12, including, without
            limitation, reasonable attorneys' fees, expenses and disbursements.


                                       22
<PAGE>

13.   TAXES.

      (a)   Subject to the following, all payments due under this Agreement
            shall be made in full without any deduction or withholding
            whatsoever for Taxes, unless such withholding or deduction is
            required by law. If the Lenders present to the Borrower a
            certificate signed by officers of the Lenders stating that a credit
            against the Lenders' U.S. federal income tax liability for any Tax
            which may be withheld or deducted from any payment is not currently
            utilizable, the Borrower and Borrowing Subsidiaries (with respect to
            payments required hereunder after the Borrower's receipt of such
            certificate) shall pay to the Lenders such additional amount so that
            the net amount received by the Lenders after any required deduction
            or withholding will equal the full amount which would have been
            received by the Lenders had no such deduction or withholding been
            made. Notwithstanding the foregoing, if any deduction or withholding
            from any payment to the Lenders hereunder is required in respect of
            Taxes other than income taxes (including, without limitation, value
            added taxes or license taxes or fees), the Borrower and Borrowing
            Subsidiaries shall pay to the Lenders (whether or not the Lenders
            have delivered the officer's certificate described above) such
            additional amount so that the net amount received by the Lenders
            after any required deduction or withholding of such non-income Taxes
            will equal the full amount which would have been received by the
            Lenders had no such deduction or withholding in respect of such
            Taxes been made. Whenever any Taxes are required to be withheld or
            deducted from any payment hereunder, as promptly as possible
            thereafter, the Borrower and Borrowing Subsidiaries shall send to
            the Lenders a copy of an original official receipt received by the
            Borrower and Borrowing Subsidiaries showing payment thereof or such
            other evidence of payment satisfactory to the Lenders. If the
            Borrower and Borrowing Subsidiaries fail to pay any Taxes when due
            to the appropriate taxing authority or fail to provide to the
            Lenders the required receipts or other documentary evidence, the
            Borrower and Borrowing Subsidiaries shall indemnify the Lenders for
            any Taxes, interest or penalties (and related reasonable fees and
            expenses of counsel) that may become payable by the Lenders as a
            result of such failure.

      (b)   The Borrower and each Borrowing Subsidiary shall pay, and shall
            jointly and severally indemnify and hold harmless the Lenders and
            reimburse the Lenders upon written request, for any bank charges,
            capital circulation charges, court or documentary taxes, CMPF, other
            financial transaction taxes or any other Taxes, charges or similar
            levies imposed by any




                                       23
<PAGE>

      jurisdiction in connection with the execution, delivery, enforcement or
      performance of this Agreement.

14.   INCREASED COSTS.

      If any Lender determines that, as a result of the introduction of or any
      change in, or in the interpretation or application of, any law or
      government regulation or directive after the date of this Agreement:

      (i)   it incurs a cost in maintaining all or part of any Loan except for
            its own costs of borrowing; and/or

      (ii)  any sum received or receivable by it under this Loan Agreement or
            the effective return to it under this Loan Agreement or the overall
            return on its capital is reduced (except on account of Tax on its
            overall net income); and/or

      (iii) it makes any payment (except on account of Tax on its overall net
            income) or forgoes any interest or other return on or calculated by
            reference to the amount of any sum received or receivable by it
            under this Agreement,

      the Borrower and each Borrowing Subsidiary jointly and severally shall
      indemnify it against that cost, reduction, payment or forgone interest or
      other return (except to the extent that it results from a deduction or
      withholding of Tax) and, accordingly, shall from time to time on demand
      (whenever made) pay to such Lender the amount certified by it to be
      necessary so to indemnify it. For the avoidance of doubt, the
      indemnification referred to in the preceding sentence shall apply to such
      Regulation D Costs, if any, as may be applied to the Lenders from time to
      time.

15.   INDEMNITIES.

      (a)   MISCELLANEOUS INDEMNITIES. The Borrower and each Borrowing
            Subsidiary shall jointly and severally on demand indemnify each
            Lender against any funding or other cost, loss, expense or liability
            sustained or incurred by it as a result of:

            (i)   the Loan not being made by reason of the Borrower purporting
                  to revoke any Borrowing Notice;

            (ii)  the occurrence or continuance of any Event of Default; or



                                       24
<PAGE>

            (iii) the receipt or recovery by any party of all or any part of the
                  Loan or overdue sums otherwise than on the date such amount is
                  due or the Interest Payment Date.

      (b)   TRANSACTION INDEMNITY.

            (i)   The Borrower and each Borrowing Subsidiary shall indemnify and
                  hold each Lender and its respective directors, officers,
                  agents and affiliates (the "INDEMNIFIED PARTIES") harmless
                  from and against any and all claims, damages, liabilities,
                  taxes, costs and expenses (including reasonable legal fees,
                  travel and other expenses and disbursements) which may be
                  incurred by or asserted against the Indemnified Parties in
                  connection with or arising out of any investigation,
                  litigation or proceeding relating to this Agreement (except
                  for any arising out of any Indemnified Party's gross
                  negligence or willful default) whether or not the Indemnified
                  Parties are parties thereto, and will pay all costs and
                  expenses of the Indemnified Parties (including all reasonable
                  legal and proper fees, expenses and disbursements) incurred or
                  sustained by the Indemnified Parties in connection with the
                  same whether or not the Loan is utilized.

            (ii)  Any party that proposes to assert the right to be indemnified
                  under this Section will, promptly after receipt of notice of
                  commencement of any action, suit or proceeding against such
                  party in respect of which a claim is to be made against the
                  Borrower under this Section notify the Borrower of the
                  commencement of such action, suit or proceeding, enclosing a
                  copy of all papers served, but the omission so to notify the
                  Borrower of any such action, suit or proceeding shall not
                  relieve the Borrower from any liability that it may have to
                  any Indemnified Party unless the Borrower is effectively
                  precluded from exercising any of its material rights to
                  contest such claim as a result of such omission to notify.

            (iii) In case any such action, suit or proceeding shall be brought
                  against any Indemnified Party and notification has been made
                  to the Borrower of the commencement thereof, the Borrower
                  shall be entitled to participate in such action, suit or
                  proceeding.

      (c)   INDEMNITIES SEPARATE. Each of the indemnities in this Agreement
            constitutes a separate and independent obligation from the other




                                       25
<PAGE>

            obligations in this Agreement, shall give rise to a separate and
            independent cause of action, shall apply irrespective of any
            indulgence granted by the Lenders and shall continue in full force
            and effect despite any judgment, order, claim or proof for a
            liquidated amount in respect of any sum due under this Agreement or
            any other judgment or order.

16.   CHANGE IN MARKET CONDITIONS.

      (a)   LIBOR. If in relation to any Interest Period, the Lenders are unable
            to determine the LIBOR Rate, the Lenders shall promptly notify the
            Borrower and the Loan shall not be made.

      (b)   NEGOTIATION. The Borrower and the Lenders shall then negotiate until
            not more than 25 days after such determination by the Lenders with a
            view to agreeing on an alternative basis for calculating the
            interest payable on and/or funding the affected Loan or Loans. Any
            alternative basis agreed in writing by the Lenders and the Borrower
            within that 25 day period shall take effect in accordance with its
            terms.

      (c)   SUBSTITUTE INTEREST RATE. If an alternative basis for calculating
            the interest payable is not agreed in writing pursuant to Section
            16(b), the Loan shall during that Interest Period bear interest at
            the rate per annum equal to the sum of the Mandatory Costs and the
            cost to the Lenders (expressed as a rate per annum) of funding the
            Loan during that Interest Period by whatever means it determines to
            be appropriate. The Lenders shall certify that cost to the Borrower
            as soon as practical after the Lenders' determination of the event
            in question (but in any event at least two Business Days before the
            end of that Interest Period).

17.   APPLICABLE LAW/SUBMISSION TO JURISDICTION.

      This Agreement shall be governed by and construed in accordance with the
      law of the State of New York. Each of the parties hereto hereby
      irrevocably and unconditionally consents to submit to the exclusive
      jurisdiction of the courts of the State of New York and of the United
      States of America located in the State of New York (the "NEW YORK COURTS")
      for any litigation arising out of or relating to this Agreement and the
      transactions contemplated hereby (and agrees not to commence any
      litigation relating thereto except in such courts), waives any objection
      to the laying of venue of any such litigation in the New York Courts and
      agrees not to plead or claim in any New York Court that such litigation
      brought therein has been brought in an inconvenient forum.


                                       26
<PAGE>

18.   ASSIGNMENT.

      None of the parties hereto may assign or otherwise transfer any of its
      rights under this Agreement, except that (i) the Lenders may assign this
      Agreement, and all or any portion of any Note or Notes, to any Affiliate
      or successor of AT&T, and (ii) in connection with the capitalization of
      any Borrowing Subsidiary as required to meet statutory minimum capital
      requirements, the Borrower or any Borrowing Subsidiary may assign its
      obligations with respect to any Loan to any other Borrowing Subsidiary or
      to the Borrower after obtaining the consent of the Lenders (such consent
      not to be unreasonably withheld or delayed) and executing and delivering
      such assignments and other documents as the Lenders may reasonably
      request.

19.   COUNTERPARTS.

      This Agreement may be executed by the parties hereto in separate
      counterparts, each of which when so executed and delivered shall be an
      original, but all such counterparts shall together constitute one and the
      same instrument. Each counterpart may consist of a number of copies hereof
      each signed by less than all, but together signed by all, of the parties
      hereto.

20.   DEFINITIONS.

      "AFFILIATE" means, with respect to any Person, another Person that
      directly or indirectly through one or more intermediaries, controls, is
      controlled by, or is under common control with, such Person. For this
      purpose, "control" means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management policies of a
      Person, whether through the ownership of voting securities, by contract or
      credit arrangement, as trustee or executor, or otherwise.

      "AGGREGATE COMMITMENT" has the meaning set forth in the Recitals.

      "AGREEMENT" has the meaning set forth in the Preamble hereto.

      "ASSET SALE" has the meaning set forth in Section 10(j).

      "AT&T" has the meaning set forth in the Preamble hereto.

      "ATTL" has the meaning set forth in the Preamble hereto.

      "B VOTING PREFERRED STOCK" means voting preferred stock, having
      characteristics other than voting rights substantially identical to those
      of the 15% Series B Cumulative Preferred Stock identified on the corporate
      records of ATTL.



                                       27
<PAGE>

      "BASKET INDEBTEDNESS" means Indebtedness permitted under Section 10(g)
      that does not constitute "Senior Obligations" under the Subordination
      Agreement.

      "BORROWER" has the meaning set forth in the Preamble hereto.

      "BORROWING NOTICE" has the meaning set forth in Section 2(a).

      "BORROWING PARTIES" means the Borrower and the Borrowing Subsidiaries.

      "BORROWING SUBSIDIARY" has the meaning set forth in the Preamble hereto.

      "BRAZILIAN DEBENTURE" means debentures issued in the Brazilian capital
      market by a Subsidiary of the Borrower, in up to $155,000,000 or
      equivalent principal amount.

      "BUDGET" has the meaning set forth in Section 10(a).

      "BUSINESS DAY" means any day other than a Saturday, Sunday or day on which
      commercial banking institutions are authorized or required by law,
      regulation or executive order to be closed in New York, New York .

      "CAPITAL EXPENDITURES" means, for any Person for any period, the sum of
      all expenditures made, directly or indirectly, by such Person or any of
      its Subsidiaries during such period for equipment, assets, real property
      or improvements, or for replacements or substitutions therefor or
      additions thereto, that would in accordance with U.S. Generally Accepted
      Accounting Principles be reflected as additions to property, plant or
      equipment on a consolidated balance sheet of such Person.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
      time, and the rules and regulations promulgated thereunder from time to
      time.

      "COMMON AGREEMENT" means the Common Agreement, dated as of December 21,
      2001, among ATTL, Latin American Equipment Finance B.V., the
      administrative agents party thereto and ABN AMRO Trustees Limited, as
      collateral and intercreditor agent, executed and delivered in connection
      with the Vendor Financing Facility, as in effect as of the Effective Date.

      "CONSOLIDATED EBITDA" means, for any period, the Consolidated Net Income
      for such period plus without duplication and to the extent deducted in
      determining such Consolidated Net Income, the sum of (i) consolidated
      interest expense for such period, (ii) consolidated income tax expense for
      such period, (iii) all amounts attributable to depreciation and
      amortization for such period; PROVIDED that there


                                       28
<PAGE>

      shall be excluded from such Consolidated EBITDA without duplication and to
      the extent included in determining Consolidated Net Income, (a) the
      Consolidated EBITDA (whether positive or negative) of any Person,
      property, business or asset sold, transferred or otherwise disposed of
      (including businesses discontinued during such period) by any "Loan Party"
      (as defined in the Common Agreement) during or subsequent to the end of
      such period based on the actual Consolidated EBITDA of such Person,
      property or business for such period (including the portion thereof
      occurring prior to such sale, transfer or disposition), (b) any
      extraordinary gains or losses, (c) any restoration of any contingency
      reserve, except to the extent the provision for such reserve was made out
      of income for such period, (d) any net gain or loss on the sale or other
      disposition, other than in the ordinary course of business, of any equity
      interests and other investments and any related charges for Taxes of any
      member of the Group (other than, in the case of charges for Taxes, any
      value-added or similar Taxes, to the extent recoverable by the applicable
      Group member), (e) any net gain or loss arising from the collection of the
      proceeds of any insurance policy, (f) any write-up of any asset, (g) any
      non-cash write down of any asset (other than inventory, accounts
      receivable or other current assets), (h) any net gain resulting from the
      extinguishment or defeasance of any Indebtedness and (i) any currency
      translation gains or losses.

      "CONSOLIDATED NET INCOME" or "CONSOLIDATED NET LOSS" means, for any fiscal
      period, the amount which, in conformity with GAAP, would be set forth
      opposite the caption "net income" (or any like caption) or "net loss" (or
      any like caption), as the case may be, on a consolidated statement of
      earnings of the Borrower and its Subsidiaries for such fiscal period.

      "DISQUALIFIED STOCK" means any equity interest of any member of the Group,
      other than any Unrestricted Subsidiary, which by its terms (or by the
      terms of any security into which it is convertible or for which it is
      exchangeable or exercisable) or upon the happening of any event, in either
      case while any amount remains outstanding under the Vendor Financing
      Facility, (a) matures or is mandatorily redeemable pursuant to a sinking
      fund obligation or otherwise, (b) is convertible or exchangeable for
      Indebtedness or Disqualified Stock, (c) requires the payment of dividends
      other than dividends payable solely in additional equity interests of ATTL
      (other than Disqualified Stock) or (d) is redeemable or subject to
      required repurchase at the option of the holder thereof , in whole or in
      part.

      "DOLLARS" and "$" mean lawful currency of the United States of America.




                                       29
<PAGE>

      "DOLLAR EQUIVALENT means with respect to any amount denominated in a
      foreign currency, at any date of determination thereof, an amount in
      Dollars equivalent to such amount calculated on the basis of the Spot Rate
      of Exchange.

      "EFFECTIVE DATE" means the Effective Date as defined in the Common
      Agreement.

      "EVENT OF DEFAULT" means any one of the events mentioned in Section 11.

      "EXISTING LOAN AGREEMENTS" has the meaning set forth in the Recitals.

      "GAAP" means generally accepted accounting principles in the United States
      of America as in effect from time to time.

      "GLOBAL" has the meaning set forth in the Preamble hereto.

      "GROUP" means, at any particular time, the Borrower and its Subsidiaries
      (and "member of the Group" shall be construed accordingly).

      "INDEBTEDNESS" of any Person at any date, means (a) all obligations of
      such Person for borrowed money, (b) all obligations of such Person
      evidenced by bonds, debentures, notes or similar instruments, (c) all
      obligations of such Person under conditional sale or other title retention
      agreements relating to property acquired by such Person, (d) all
      obligations of such Person in respect of the deferred purchase price of
      property or services (other than current trade payables and similar
      current liabilities incurred in the ordinary course of such Person's
      business (whether or not evidenced by a promissory note), in each case not
      overdue by more than 60 days, except to the extent such overdue amount is
      attributable to a good faith dispute), (e) all Indebtedness of others
      secured by (or for which the holder of such Indebtedness has an existing
      right, contingent or otherwise to be secured by) any Lien on property
      owned or acquired by such Person, whether or not the Indebtedness secured
      thereby has been assumed, (f) all Guaranties by such Person of
      Indebtedness of others, (g) all capital lease obligations of such Person,
      (h) all obligations, contingent or otherwise, of such Person as an account
      party in respect of letters of credit and letters of guaranty, (i) all
      obligations, contingent or otherwise, of such Person in respect of
      bankers' acceptances, (j) the value of all Disqualified Stock of such
      Person owned by any Person other than such Person, determined for this
      purpose as the higher of (A) the aggregate liquidation preference of such
      Disqualified Stock or (B) the aggregate amount payable upon the maturity
      of such Disqualified Stock (other than accrued dividends), (k) any
      obligation of such Person to purchase securities or other property that
      arises out of or in connection with the sael of the same or substantially
      similar securities or property and (l) the net liabilities of such Person



                                       30
<PAGE>

      under Hedging Agreements. The Indebtedness of any Person shall exclude
      deferred taxes and shall include the Indebtedness of any other entity
      (including any partnership in which such Person is a general partner) to
      the extent such Person is liable therefore as a result of such Person's
      ownership interest in or other relationship with such entity, except to
      the extent the terms of such Indebtedness provide that such Person is not
      liable therefor.

      "INDEMNIFIED PARTIES" has the meaning set forth in Section 15(b).

      "INTEREST LOAN" has the meaning set forth in Section 1(e).

      "INTEREST PERIOD" has the meaning set forth in Section 5(b).

      "INVESTMENTS" has the meaning set forth in Section 10(h).

      "LENDER" has the meaning set forth in the Preamble hereto.

      "LIBOR RATE" has the meaning set forth in Section 5(e).

      "LEVERAGE RATIO" means, on any date, the ratio of (a) Total Indebtedness
      on such date, to (b) Consolidated EBITDA of ATTL for the period of four
      consecutive quarters ended on such date (or, if such date is not the last
      day of a fiscal quarter, ended on the last day of the fiscal quarter of
      ATTL most recently ended).

      "LIEN" means, with respect to any Person, any lien, pledge, charge,
      security interest, encumbrance or any interest or title of any vendor,
      lessor, lender or other secured party to or of such Person.

      "LOAN" means any Tranche A Loan, Tranche B Loan, Tranche C Loan, Tranche D
      Loan or Interest Loan, as the context shall require.

      "MANDATORY COSTS" means, in relation to any Interest Period (or part of an
      Interest Period) relating to a Loan or overdue sum, the percentage rate
      per annum reasonably determined by the Lenders by reference to the then
      prevailing market spread over funding cost for comparable obligations.

      "MARGIN" has the meaning set forth in Section 5(e).

      "MATERIAL ADVERSE EFFECT" has the meaning set forth in Section 9(b).

      "NEW YORK COURTS" has the meaning set forth in Section 17.

      "NOTE" has the meaning set forth in Section 4.



                                       31
<PAGE>

      "OPERATIVE DOCUMENTS" means this Agreement, each Note, the Warrant
      Agreement[, the Warrant Registration Rights Agreement] and each guaranty,
      if any, issued in accordance with Section 10(m).

      "PERMITTED INDEBTEDNESS" has the meaning set forth in Section 10(g).

      "PERMITTED INVESTMENTS" means:

      (i)   marketable obligations maturing within one year or less after
            acquisition thereof, issued or guaranteed by the United States of
            America or an instrumentality or agency thereof;

      (ii)  certificates of deposit, maturing within one year after acquisition
            thereof, or open market commercial paper maturing within 270 days
            after acquisition thereof, in each case issued by a bank or other
            regulated financial institution organized in any OECD-member country
            having capital, surplus and undivided profits as of December 31,
            1999 of at least $1,000,000,000 or equivalent and having a
            commercial paper rating of A-1 or P-1, and, with respect to
            non-Dollar investments made in the countries in which Subsidiaries
            of the Borrower operate, similar obligations in local currency
            maturing in less than one year and issued by regulated financial
            institutions having capital, surplus and undivided profits of at
            least $500,000,000 or equivalent;

      (iii) Investments in any Person received solely in consideration for the
            issuance by the Borrower of its capital stock, PROVIDED that after
            giving effect to such Investment on a historical pro forma basis
            there would not be any breach of Section 10(g) or any other covenant
            contained herein;

      (iv)  trade credit extended to customers of any member of the Group in the
            ordinary course of business;

      (v)   guaranties and similar support arrangements relating to Permitted
            Indebtedness; or

      (vi)  Investments permitted under clauses (ii), (xii), (xiii), (xiv) and
            (xv) of Section 6.04(a) of the Common Agreement. [relate to
            scheduled existing investments, loans to officers and directors
            under plans up to $1MM, cash deposits/pledges for leases and
            utilities, non-cash consideration for asset sales subject to 6.04(b)
            limit of $3MM/yr and for IRU swaps]



                                       32
<PAGE>

      "PERSON" means any individual, corporation, company, limited liability
      company, association, partnership, trust, estate, governmental authority
      or other entity.

      "REFINANCING PRIVATE EQUITY" means equity interests issued by ATTL not in
      a registered public offering that (i) refinance or replace Loans (but only
      to the extent of the amount of Loans so refinanced or replaced), and (ii)
      are not Disqualified Stock.

      "REGULATION D COSTS" means any costs under Regulation D of the Board of
      Governors of the United States Federal Reserve System.

      "REQUIREMENT OF LAW" means, as to any Person, the certificate of
      incorporation and by-laws or other organizational or governing documents
      of such Person, and any law, statute, ordinance, code, decree, treaty,
      rule or regulation or determination of an arbitrator or a court or other
      governmental authority, in each case applicable to or binding upon such
      Person or any of its property or assets or to which such Person or any of
      its property or assets are subject; provided that the foregoing shall not
      apply to any non-binding recommendation of any governmental authority.

      "SENIOR OBLIGATIONS" has the meaning specified in the Subordination
      Agreement from time to time.

      "SPOT RATE OF EXCHANGE," with respect to any foreign currency, at any date
      of determination thereof, means the spot rate of exchange in London that
      appears on the display page applicable to such foreign currency on the Dow
      Jones Market Service (or such other page as may replace such page for the
      purpose of displaying the spot rate of exchange in London); PROVIDED that
      if there shall at any time no longer exist such a page, the spot rate of
      exchange shall be determined in reference to another similar rate
      publishing service selected by the Lenders.

      "SUBSIDIARY" means any Person in which a Person owns or controls, directly
      or indirectly, capital stock or other equity interests representing more
      than 50% of the outstanding voting stock or other equity interests of such
      Person and representing more than 50% of the voting rights attaching
      thereto.

      "SUBORDINATION AGREEMENT" has the meaning set forth in Section 7.

      "SUPPLEMENTAL AGREEMENT" has the meaning set forth in Section 1(d).

      "TAX" or "TAXES" means all income, profits, franchise, gross receipts,
      capital, net worth, sales, use, withholding, turnover, value added, ad
      valorem, registration,




                                       33
<PAGE>

      general business, employment, social security, disability, occupation,
      real property, personal property (tangible and intangible), stamp,
      transfer (including real property tranfer or gains), conveyance,
      severance, production, excise and other taxes, withholdings, duties,
      levies, imposts, license and registration fees and other similar charges
      and assessments (including any and all fines, penalties and additions
      attributable to or otherwise imposed on or with respect to any such taxes,
      charges, fees, levies or other assessments, and interest thereon) imposed
      by or on behalf of any governmental entity.

      "TERMINATION DATE" means the earliest to occur of (I) the final maturity
      date specified in Section 3(a), and (II) any date on which the Aggregate
      Commitment has been reduced to zero.

      "TOTAL INDEBTEDNESS" means, as of any date, the sum, without duplication,
      of (a) the aggregate principal amount of Indebtedness of the Group other
      than Unrestricted Subsidiaries outstanding as of such date, in the amount
      that would be reflected on a balance sheet prepared as of such date in
      accordance with GAAP, determined on a consolidated basis, plus (b) the
      aggregate principal amount of Indebtedness of the Group other than
      Unrestricted Subsidiaries outstanding as of such date that is not required
      to be reflected on a balance sheet in accordance with GAAP, determined on
      a consolidated basis; PROVIDED that (i) Loans and any Subsidiary
      Guaranties relating thereto shall not be included in "Total Indebtedness"
      and (ii) for purposes of clause (b) above, the term "Indebtedness" shall
      not include contingent obligations of any member of the Group as an
      account party in respect of any letter of credit or letter of guaranty
      unless such letter of credit or letter of guaranty supports and obligation
      that constitutes Indebtedness.

      "TRANCHE A LOAN" has the meaning set forth in Section 1(a).

      "TRANCHE B LOAN" has the meaning set forth in Section 1(b).

      "TRANCHE C LOAN" has the meaning set forth in Section 1(c).

      "TRANCHE D LOAN" has the meaning set forth in Section 1(d).

      "UNRESTRICTED SUBSIDIARY" means a Subsidiary of ATTL designated as an
      "Unrestricted Subsidiary" in accordance with the terms of the Common
      Agreement.

      "VENDOR FINANCING FACILITY" means the financing facilities provided under
      the Common Agreement and the several Initial Participating Credit

      Agreements among ATTL and the other parties thereto from time to time in a
      total commitment amount of up to $297,735,000 and the ancillary documents
      and agreements executed in connection therewith.

      "WARRANT" has the meaning set forth in Section 1A.




                                       34
<PAGE>


      In witness whereof, the parties hereto have executed this Agreement and
caused the same to be delivered on their behalf as of the date first written
above.


Witness:                                   AT&T Corp.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:


Witness:                                   Global Card Holdings Inc.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:

Witness:                                   AT&T Latin America Corp.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:


Witness:                                   AT&T Argentina S.A.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:

Witness:                                   AT&T Peru S.A.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:



                                    35
<PAGE>


Witness:                                   AT&T do Brasil S.A.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:

Witness:                                   AT&T Colombia S.A.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:

Witness:                                   AT&T Chile S.A.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:

Witness:                                   AT&T Argentina S.A.
         -----------------------------
            Name:                          By:
                                               --------------------------------
Witness:                                       Name:
         -----------------------------         Title:
            Name:





                                       36
<PAGE>

                                                                      SCHEDULE A

AT&T Argentina S.A.

AT&T Peru S.A.

AT&T do Brasil S.A.

AT&T Colombia S.A.

AT&T Chile S.A.




<PAGE>

                                                                      SCHEDULE B

                            Existing Loan Agreements

1. $100 million Credit Facility Agreement, dated as of July 28, 2000

2. Amended and Restated $200 million Subordinated Note Agreement, dated as of
January 18, 2001

3. 15% Demand Note, dated September 13, 2001, in the principal amount of $28
million (Tranche C)

4. 15% Demand Note, dated July 30, 2001, in the principal amount of $25 million
(Tranche C)

5. 15% Demand Note, dated July 6, 2001, in the principal amount of $25 million
(Tranche C)

6. 15% Demand Note, dated June 11, 2001, in the principal amount of $20 million
(Tranche C)

7. 15% Demand Note, dated November 16, 2001, in the principal amount of $60
million (Tranche D) (Principal amount of this note was capped at $51,757,280.00
when the note referred to below, dated February 1, 2002, was issued.)

8. 15% Demand Note, dated December 12, 2001, in the principal amount of $27
million (Tranche D) 9. 15% Demand Note, dated February 1, 2002, in the principal
amount of $8,242,720.00 (Tranche D)

<PAGE>

                                                                      SCHEDULE C

<TABLE>
<CAPTION>
                            Outstanding Loan Amounts
------------------- --------------------------- --------------------------------- ---------------------------
Tranche             Principal ($MM)             Capitalized Interest              Accrued and Unpaid
                                                As of 2/21/02                     (uncapitalized) Interest
                                                                                  as of 2/21/02
------------------- --------------------------- --------------------------------- ---------------------------
<S>                 <C>                           <C>                                    <C>
A                   100.0                         7,750,777                              867,175
------------------- --------------------------- --------------------------------- ---------------------------
B                   200.0                        14,965,634                            3,841,241
------------------- --------------------------- --------------------------------- ---------------------------
C                    98.0                         3,906,608                            3,378,015
------------------- --------------------------- --------------------------------- ---------------------------
D                    87.0                         1,000,000                            2,627,748
------------------- --------------------------- --------------------------------- ---------------------------
Total               485.0                       27, 623,019                           10,714,179
------------------- --------------------------- --------------------------------- ---------------------------
</TABLE>


<PAGE>

                                                                      SCHEDULE D

                               NUMBER OF SHARES
    FACILITY                ISSUABLE UPON EXERCISE              EXERCISE PRICE
    --------                ----------------------              --------------

$177M Preferred                    500,041                           $0.01

                                   500,041                           $8.00

$200M                              513,420                           $0.01

                                   513,420                           $8.00

$98M                               746,018                           $0.01

                                   746,018                           $8.00

$150M                              691,324                           $0.01

                                   691,324                           $8.00



<PAGE>


                                                                       EXHIBIT A

                            FORM OF BORROWING REQUEST

To:      Global Card Holdings Inc. and AT&T Corp.

      The undersigned, AT&T Latin America Corp. (the "BORROWER"), refers to the
Credit Facility Agreement, dated as of February 27, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Agreement"), among
Global Card Holdings Inc. and AT&T Corp. (the "LENDERS"), Borrower and certain
Subsidiaries of Borrower.

      Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Agreement.

1.    LOAN.

      The Borrower hereby gives you notice pursuant to Section 2(a) of the
      Agreement that it requests a Loan subject to and in accordance with the
      terms of the Agreement and in that connection sets forth below the terms
      on which such Loan is requested to be made:

      (a)   Aggregate Principal Amount of Loan under the Agreement as of today's
            date: $______________________

      (b)   Borrowing Breakdown for Loan requested hereunder:

<TABLE>
<CAPTION>

        ----------------------------------------------------------------------------------------------------
                    Borrower                   Amount of Borrowing               Date of Borrowing
          [and Borrowing Subsidiaries]            (in Dollars)               (which is a Business Day)
        ----------------------------------------------------------------------------------------------------
<S>                                             <C>                           <C>

        AT&T Latin America Corp.                $
                                                 ----------------                -----------------
        Proposed Borrowing Subsidiaries:

                                                $
        ------------------                       ----------------                -----------------
                                                $
        ------------------                       ----------------                -----------------
                                                $
        ------------------                       ----------------                -----------------
                                                $
        ------------------                       ----------------                -----------------
        ----------------------------------      -------------------------------- --------------------------------
        Total                                   $                                N/A
                                                 -----------------
        ----------------------------------      -------------------------------- --------------------------------

</TABLE>



<PAGE>

      (c)   Funds are requested to be disbursed to the Borrower's [or Borrowing
            Subsidiary's] account with:

<TABLE>
<CAPTION>
------------------------------------------------------------ ------------------------------------------------
           Borrower [and Borrowing Subsidiaries]                           Account Information
------------------------------------------------------------ ------------------------------------------------
<S>                                                             <C>
                                                                   Bank Name: ____________________

A        AT&T Latin America Corp                                   Bank Address:__________________

                                                                   Account Number: _______________
------------------------------------------------------------ ------------------------------------------------
                                                                   Bank Name: ____________________

__       ____________________                                      Bank Address:__________________

                                                                   Account Number: _______________
------------------------------------------------------------ ------------------------------------------------
                                                                   Bank Name: ____________________

__       ____________________                                      Bank Address:__________________

                                                                   Account Number: _______________
------------------------------------------------------------ ------------------------------------------------
                                                                   Bank Name: ____________________

__       ____________________                                      Bank Address:__________________

                                                                   Account Number: _______________
------------------------------------------------------------ ------------------------------------------------
                                                                   Bank Name: ____________________

__       ____________________                                      Bank Address:__________________

                                                                   Account Number: _______________
------------------------------------------------------------ ------------------------------------------------
                                                                   Bank Name: ____________________

__       ____________________                                      Bank Address:__________________

                                                                   Account Number: _______________
------------------------------------------------------------ ------------------------------------------------
</TABLE>

                                       2
<PAGE>

2.    CERTIFICATIONS.

      As of the date hereof and as of each "Date of Borrowing" listed in 1(b):

      (a)   the Borrower and Borrowing Subsidiaries have performed and complied
            with all the respective terms and conditions of the Agreement
            applicable to them;

      (b)   there exists or will exist after giving effect to any Loan requested
            hereunder no condition or event which constitutes or which, after
            notice or passage of time or both, would constitute an Event of
            Default;

      (c)   each of the representations and warrants contained in Section 9 of
            the Agreement are, and will be after giving effect to any Loan
            requested hereunder, true and correct; and

      (d)   the amounts of the Loan specified in this Borrowing Notice is
            consistent with the Budget most recently delivered to the Lenders.


                                           AT&T Latin America Corp.


                                           By:
                                               -------------------------------
                                                Name:
                                                Title: (CEO or CFO)


Date:
      --------------------------


                                       3

<PAGE>



                                                                       EXHIBIT B

                                 PROMISSORY NOTE

$ [                         ]                            Date ________ __, 200_

      For value received, [AT&T Latin America Corp. ("BORROWER")][[Insert Name
of Borrowing Subsidiary if applicable] (the "BORROWING SUBSIDIARY")] hereby
promises to pay to the order of AT&T Corp., Global Card Holdings Inc. or the
respective Affiliates and successors of AT&T Corp. and Global Card Holdings Inc.
(collectively, the "LENDERS") on October 1, 2008, in lawful money of the United
States of America to an account specified in writing by Lenders, the principal
sum of [ ] together with interest at the rate per annum specified in the Credit
Facility Agreement, dated [ ], 2001 among Lenders, Borrower and certain
subsidiaries of Borrower (as amended, supplemented or otherwise modified from
time to time, the "AGREEMENT") in accordance with the terms and conditions of
such Agreement.

      Each capitalized term not otherwise defined in this Note shall have the
meaning set forth in the Agreement.

      [Borrower] [Borrowing Subsidiary] promises to pay interest on the unpaid
principal amount of its Loans at the rate per annum specified, and otherwise as
provided, in the Agreement. In case an Event of Default, as defined in the
Agreement, shall occur and be continuing, the unpaid balance of the principal of
this Note may be declared and become due and payable in the manner and with the
effect provided in the Agreement.

         Each Loan owing to Lenders by [Borrower] [Borrowing Subsidiary]
pursuant to the Agreement, and all payments made on account of principal
thereof, shall be recorded by Lenders and, prior to any transfer thereof,
endorsed on the grid attached hereto which is part of this Note, PROVIDED that
failure of Lenders to make such endorsement shall not affect the liability of
[Borrower] [Borrowing Subsidiary] hereunder or under the Agreement.

      Payments of the principal of and interest on this Note are subordinate and
junior, to the extent provided in the Agreement, to all Senior Obligations, as
such term is defined in the Agreement.

      This Note is a Note referred to in, and is entitled to the benefits of,
the Agreement. This Note shall be governed by, and construed in accordance with,
the laws of the State of New York.



<PAGE>


      This Note may not be assigned except in accordance with the Agreement.

                                   [AT&T LATIN AMERICA CORP.


                                   By:
                                       ---------------------------------------
                                   Title:
                                         -------------------------------------



                                   [BORROWING SUBSIDIARY


                                   By:
                                       ---------------------------------------
                                   Title:
                                         -------------------------------------



                                       2
<PAGE>


      [Customary Legends, Witnesses, etc. to be added to comply with local law
of any Borrowing Subsidiary]















                                       3

<PAGE>



<TABLE>
<CAPTION>
------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------
                           TRANCHE        AMOUNT DRAWN           AMOUNT DRAWN          AMOUNT REPAID      [COMMITMENT AVAILABLE]
         DATE                               (ADVANCE)          (INTEREST LOAN)
------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------
<S>                       <C>           <C>                   <C>                  <C>                     <C>
                                                                                                              US$___________
------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

------------------------ ------------ ---------------------- --------------------- ---------------------- ------------------------

</TABLE>


<PAGE>



                                                                       EXHIBIT C



                                WARRANT AGREEMENT